AG 21-038 - WSDOTRETURN TO: PW ADMIN EXT: 2700 ID #: 3842
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT/DIv: PUBLIC WORKS / Traffic
2. ORIGINATING STAFF PERSON:. RICK Perez EXT: 3. DATE REQ. BY:
3. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): 0 INTERLOCAL
❑ OTHER
4. PROJECT NAME: interagency Agreement - K1360
5. NAME OF CONTRACTOR. WSDOT
ADDRESS: 7345 Underson Way SE Tumwater. WA 98504 TELEPHONE: 360-705-7547
E-MAIL: kirsch wsdot.wa.aav FAX:.
SIGNATURE NAME: Carol Kirsch TITLE:
6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER
REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
CFW LICENSE # BL, EXP. 12/31/ UBI # . EXP.
7. TERM: COMMENCEMENT DATE: 1 0/l /2020 COMPLETION DATE: 1 0/1 /2025
8. TOTAL COMPENSATION: $ n/a (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED: 13 YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
❑ PURCHASING: PLEASE CHARGE TO: n/a
9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
❑ PROJECT MANAGER
d DIVISION MANAGER RP 12/24/2020
d DEPUTY DIRECTOR DSW 12/24/2020
A DIRECTOR EJW 1/28/2021
❑ RISK MANAGEMENT (IF APPLICABLE)
A LAW DEPT ER 12/30/2020
10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: 02/01/2021 COMMITTEE APPROVAL DATE: 7 �-
SCHEDULED COUNCIL DATE: 02/02/2021 COUNCIL APPROVAL DATE: 1 2 12i
11. CONTRACT SIGNATURE ROUTING eN I, ~) f 2("1
SENT TO VENDOR/CONTRACTOR DATE SENT: _a 2� DATE REC'D: 1
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE
(INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.)
INITIAL / DATE SIGNED
❑ FINANCE DEPARTMENT
_)EPT
,pW`GNATORY (MAYOR OR DIRECTOR)
VCITY CLERK
❑ ASSIGNED AG #
❑ SIGNED COPY RETURNED DATE SENT:
COMMENTS:
EXECUTE,, 'ORIGINALS
12/30/20 need agenda bill and staff report to review.
1/2020
INTERAGENCY AGREEMENT K1360
BETWEEN
THE STATE OF WASHINGTON
DEPARTMENT OF TRANSPORTATION
AND
CITY OF FEDERAL WAY
THIS INTERAGENCY AGREEMENT (Agreement) is made and entered into by and between the
WASHINGTON STATE DEPARTMENT OF TRANSPORTATION, hereinafter referred to as "WSDOT",
and the CITY OF FEDERAL WAY, hereafter referred to as the "CITY", pursuant to the authority granted
by Chapter 39.34 RCW.
RFrIT01 S
WHEREAS, WSDOT has deployed the "WSDOT Statewide Intelligent Transportation Systems
(ITS) Plan", with the goal of improving transportation safety and mobility and enhance productivity through
the use of advanced communication technologies into the transportation infrastructure and vehicles,
encompassing a broad range of wireless and wire line communications -based information and electronics
technologies, and
WHEREAS, WSDOT and the City previously entered into Agreement K275 on October 1, 2020 to
allow the City to join the Northwest Region regional project called the "Traffic Buster" system, herein the
"System Network," which allows approximately twenty (20) local agencies in the central Puget Sound to
connect to WSDOT fiber optic network and exchange traffic video, and wish to continue this agreement.
WHEREAS, it is of mutual benefit to both PARTIES for the CITY to connect to the System
Network, the PARTIES hereby wish to establish the roles of the PARTIES for the installation, operation
and maintenance of the System Network, and
WHEREAS, it is to the mutual advantage of the CITY and WSDOT to enter into this Agreement,
which Agreement is authorized by RCW 39.34.030 and RCW 47.28.140.
AGREEMENT
NOW, THEREFORE, in consideration of the terms, covenants, and performances contained
herein it is mutually agreed as follows:
PURPOSE.
It is the purpose of this Agreement to set forth the terms and conditions by which the PARTIES shall
maintain and operate the System Network and interconnect to the System Network located within each
PARTIES respective rights of way at each PARTIES sole cost, except as detailed in Section 4 of this
Agreement.
The PARTIES agree to work closely in the operation of the System Network and to notify the other
PARTY when problems occur. If either PARTY requires access to the other PARTY's cabinet, vault or
facility for maintenance or troubleshooting, accompanied access shall be arranged through the PARTIES
per Section: Contract Management.
Page 1 of 7 WSDOT Contract K1360
City of Federal Way Contract
TERM
Initial Term
The initial term of this Agreement shall be five (5) years, commencing upon October 1, 2020
regardless of the date of execution.
Extension
This Agreement may be extended for one (1) additional five (5) year term by mutual written
agreement of the PARTIES.
STATEMENT OF WORK
This is a continuation of a previous agreement known to WSDOT as K275 between the City and
WSDOT, which provided for the construction and maintenance of a segment of 24-strand fiber optic cable
that enables the sharing of traffic data between WSDOT and the City on 2 strands. WSDOT wishes to
continue to use the existing 2 strands of fiber optic cable already connected between the City and
WSDOT.
WSDOT's Use of Fiber Strands.
The CITY hereby authorizes WSDOT and WSDOT hereby agrees to use, in accordance with the
terms and conditions herein, 2 strands of the Fiber Cable (Fiber Strands) that are part of a 24 strand SM
fiber-optic cable from the signal controller cabinet at the NE corner of S. 320th St and SR99 to the signal
controller cabinet at the SW corner of S. 320th St and 8th Ave S (see Exhibit B).
Maintenance and Repair of Fiber Optic Cables
The City will maintain, repair and keep the Fiber Cable in a safe manner and in good order and repair.
If maintenance requires access to WSDOT's signal cabinet, the CITY shall notify WSDOT at least five (5)
Business Days in advance for any scheduled maintenance. For emergency repairs that require access to
WSDOT's signal cabinet, the CITY will inform WSDOT as soon as possible of any emergency work
performed, and will provide all relevant information such as, but not limited to, the nature of the
emergency, the locations where repairs were performed, and whether continuing work is required. For
the purposes of this Agreement, the term "Business Days" shall mean Monday through Friday, 8:00 a.m.
to 5:00 p.m., Pacific Standard Time, except for holidays observed by WSDOT. Maintenance and repair
work shall be performed at the cost of the CITY.
ADDITIONAL WORK
Additional work beyond the scope of work identified in the Statement of Work will require an
amendment to this Agreement as specified in the section titled Agreement Alterations and
Amendments.
OWNERSHIP OF IMPROVEMENTS
The Fiber Cable and appurtenances thereto installed by the CITY in the Right of Way pursuant
to this Agreement shall be deemed the personal property of and owned by the CITY.
Page 2 of 7 WSDOT Contract K1360
City of Federal Way Contract
OVERHEAD INDIRECT OR ADMINISTRATIVE FEES
Unless otherwise expressly stated in this Agreement, there will be no overhead, indirect or
administrative fees assessed for this Agreement by either PARTY.
RECORDS MAINTENANCE
The parties to this Agreement shall each maintain books, records, documents, and other evidence which
sufficiently and properly reflect all direct and indirect costs expended by either party in the performance of the
service(s) described herein. These records shall be subject to inspection, review, or audit by personnel of
both parties, other personnel duly authorized by either party, the Office of the State Auditor, and federal
officials so authorized by law. All books, records, documents, and other material relevant to this Agreement
will be retained for six (6) years after expiration and the Office of the State Auditor, federal auditors, and any
persons duly authorized by the parties shall have full access and the right to examine any of these materials
during this period.
Records and other documents, in any medium, furnished by one party to this Agreement to the other
party will remain the property of the furnishing party, unless otherwise agreed. The receiving party will not
disclose or make available this material to any third parties without first giving notice to the furnishing
party and giving it a reasonable opportunity to respond. Each party will utilize reasonable security
procedures and protections to assure that records and documents provided by the other party are not
erroneously disclosed to third parties.
The provisions in this Section shall survive the expiration or termination of this Agreement.
TERMINATION
Termination for Convenience
Either PARTY may terminate this Agreement upon ninety (90) calendar days' prior written notification
to the other PARTY. If this Agreement is so terminated, the PARTIES shall be liable only for performance
rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of
termination.
Termination for Default
In the event a PARTY does not timely and properly fulfill the performance of the terms and conditions
of this Agreement, the other PARTY may issue a written notice to the defaulting PARTY to cure the
default within fifteen (15) calendar days of said notice. In the event the default is not cured within that 15-
day period, or such longer period, as may be reasonably determined by the non -defaulting PARTY, if the
defaulting PARTY is diligently working to cure the default, this Agreement shall terminate without further
action of either party.
Termination for Cause
If, for any cause, either party does not fulfill in a timely and proper manner its obligations under this
Agreement, or if either party violates any of these terms and conditions, the aggrieved party will give the
other party written notice of such failure or violation. The responsible party will be given the opportunity to
correct the violation or failure within fifteen (15) working days. If failure or violation is not corrected within
Page 3 of 7 WSDOT Contract K1360
City of Federal Way Contract
the mutually agreed upon time period, this Agreement may be terminated immediately by written notice of
the aggrieved party to the other.
CONTRACT MANAGEMENT
Contact Information.
All contact information for the management of this agreement shall be identified in Exhibit A. Exhibit
A may be updated by either PARTY for their agency only and shall be submitted in writing or electronic
mail to the other PARTY by the Contract Administrators. Any update to Exhibit A shall state the effective
date of said update.
Contract Managers
The Contract Managers for both WSDOT and City identified in Exhibit A shall be the primary contact
for ALL communications and billings for the performance of this Agreement. The Contract Managers
shall be responsible for the daily performance and technical oversight of this Agreement on behalf of
WSDOT and CITY.
Project Managers
The WSDOT Project Manager identified in Exhibit A shall be lead for WSDOT on all technical and
troubleshooting issues regarding the performance of this Agreement. The WSDOT Project Manager shall
be responsible for facilitating with the WSDOT Project Manager any interagency technical
communications and/or coordination necessary regarding the business associated with this Agreement.
The CITY Project Manager identified in Exhibit A shall be lead for the CITY on all technical and
troubleshooting issues regarding the performance of this Agreement. The CITY Project Manager shall be
responsible for facilitating with the WSDOT Project Manager any interagency technical communications
and/or coordination necessary regarding the business associated with this Agreement.
DISPUTES
The Project Managers shall work cooperatively to resolve problems or issues arising under this
Agreement in a timely manner.
In the event the Project Managers are unable to resolve a dispute, the following individuals are
designated to serve as the representatives of each PARTY (Designated Representatives) and shall
confer to resolve disputes that arise under this Agreement as requested by either PARTY. The
Designated Representative for WSDOT is Grant Rodeheaver, Director of the Office of Information
Technology. Designated Representative for the CITY is Rick Perez, City Traffic Engineer. The
Designated Representatives shall use their best efforts and exercise good faith to resolve such disputes.
In the event the Designated Representatives are unable to resolve the dispute, the Assistant
Secretary of Administrative Operations for WSDOT, or his/her designee, and the City Attorney for the
CITY or her/his designee shall confer and exercise good faith to resolve the dispute.
Page 4 of 7 WSDOT Contract K1360
City of Federal Way Contract
In the event the Assistant Secretary of Administrative Operations for WSDOT and the City Attorney
for the CITY are unable to resolve the dispute, the PARTIES may, if mutually agreed in writing, submit the
matter to non -binding mediation. The PARTIES shall then seek to mutually agree upon the mediation
process, who shall serve as the mediator, and the timeframe the PARTIES are willing to discuss the
disputed issue(s).
Each PARTY shall bring to the mediation session, unless excused from doing so by the mediator, a
representative from its side with full settlement authority. In addition, each PARTY shall bring counsel
and such other persons as needed to contribute to a resolution of the dispute. The mediation process is
to be considered settlement negotiations for the purpose of all state and federal rules protecting
disclosures made during such conference from later discovery or use in evidence; Provided, that any
settlement executed by the PARTIES shall not be considered confidential and may be disclosed. Each
PARTY shall pay its own costs for mediation and share equally in the cost of the mediator. The venue for
the mediation shall be in Olympia, Washington, unless the PARTIES mutually agree in writing to a
different location.
If the PARTIES cannot mutually agree as to the appropriateness of mediation, the mediation process,
who shall serve as mediator, or the mediation is not successful, then either PARTY may institute a legal
action in the County of Thurston, State of Washington, unless other venue is mutually agreed to in writing.
The PARTIES agree that they shall have no right to seek relief in a court of law until and unless each of
the above procedural steps has been exhausted.
CONTINUITY OF SERVICE.
WSDOT and the CITY agree that, the existence of a dispute notwithstanding, they will continue
without delay to carry out all their respective responsibilities under this Agreement that are not affected by
the dispute.
If the subject of the dispute is the amount due and payable by from one PARTY to the other, the
PARTY providing the services shall continue providing services pending resolution of the dispute.
GOVERNANCE
This Agreement is entered into pursuant to and under the authority granted by the laws of the state of
Washington and any applicable federal laws. The provisions of this Agreement shall be construed to
conform to those laws.
In the event of an inconsistency in the terms of this Agreement, or between its terms and any
applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order:
a. Applicable state and federal statutes and rules;
b. Statement of work; and
c. Any other provisions of the Agreement, including materials incorporated by reference.
ASSIGNMENT
The work to be provided under this Agreement, and any claim arising thereunder, is not
assignable or delegable by either PARTY in whole or in part, without the express prior written consent of
Page 5 of 7 WSDOT Contract K1360
City of Federal Way Contract
the other PARTY, which consent shall not be unreasonably withheld or delayed. Provided that nothing
herein precludes WSDOT from contracting out the Fiber Cable installation and maintenance work to third
PARTIES.
WAIVER
A failure by either PARTY to exercise its rights under this Agreement shall not preclude that
PARTY from subsequent exercise of such rights and shall not constitute a waiver of any other rights
under this Agreement unless stated to be such in a writing signed by an authorized representative of
the PARTY and attached to the original Agreement. A failure by either PARTY to exercise its rights
under this Agreement shall not preclude that PARTY from subsequent exercise of such rights and
shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a
writing signed by an authorized representative of the PARTY and attached to the original Agreement.
SEVERABILITY
If any provision of this Agreement or any provision of any document incorporated by reference
shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can
be given effect without the invalid provision, if such remainder conforms to the requirements of
applicable law and the fundamental purpose of this agreement, and to this end the provisions of this
Agreement are declared to be severable.
INDEPENDENT CAPACITY
The parties hereto, in the performance of this Agreement, shall be acting in their individual
capacities and not as agents, employees, partners, or associates of one another. The employees or
agents of each party who are engaged in the performance of this Agreement shall continue to be
employees or agents of that party and shall not be considered for any purpose to be employees or
agents of the other party.
AGREEMENT ALTERATIONS AND AMENDMENTS
This Agreement may be amended by mutual written agreement of the PARTIES. Such
amendments shall not be binding unless they are in writing and signed by personnel authorized to
bind each of the PARTIES as set forth in Exhibit A.
EXHIBITS
Exhibit List
a. Exhibit A: Contacts
b. Exhibit B: Plans
All exhibits, attachments, and documents referenced in this contract are hereby incorporated into this
Agreement.
AGREEMENT EXECUTION
The signatories to this Agreement represent that they have the authority to bind their respective
organizations to this Agreement.
Page 6 of 7 WSDOT Contract K1360
City of Federal Way Contract
ALL WRITINGS CONTAINED HEREIN
This Agreement contains all the terms and conditions agreed upon by the PARTIES. No other
understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to
exist or to bind any of the PARTIES hereto.
IN WITNESS WHEREOF, the PARTIES have executed this Agreement.
City of Federal Way State of Washington
Department of Transportation
V - /n /
Date
Matthew R. Modarelli
CIO & Director, Information Technology Division
3/25/2021
Date
Page 7 of 7 WSDOT Contract K1360
City of Federal Way Contract
ALL WRITINGS CONTAINED HEREIN
This Agreement contains all the terms and conditions agreed upon by the PARTIES. No other
understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to
exist or to bind any of the PARTIES hereto.
IN WITNESS WHEREOF, the PARTIES have executed this Agreement.
City of Federal Way
A;g? 7I
Dat
ORIGINAL
State of Washington
Department of Transportation
Matthew R. Modarelli
CIO & Director, Information Technology Division
Date
Page 7 of 7 WSDOT Contract K1360
City of Federal Way Contract
Exhibit A
Contact Information
WSDOT Contract Number: K1360
City of Federal Way Contract Number:
Washinqton State Department of Transportation
V the Contract Si
Contract Signature Authority
Contract / Project Manager:
identified below are authorized to bind WSDOT.
Matt Modarelli, CIO & Director
Information Technology Division
PO Box 47430
Olympia, WA 98504-7430
(360) 705-7601
modarem @wsdot.wa.gov
Randy Baker, Network Services Manager
Information Technology Division
PO Box 47430
Olympia, WA 98504-7430
(360) 705-7787
wa.
Technical Contact: Todd Turner, Network Operations Supervisor
Information Technology Division
PO Box 47430
Olympia, WA 98504-7430
(360) 705-7694
to rnert(q-),wsdot.wagov
Contract Administrator:
Carol Kirsch CIVIC, Contracts Supervisor
Administrative Services Contracts Office
PO Box 47430
Olympia, WA 98504-7430
(360) 705-7547
Kirschcf@wsdot.wa. oov
Office of Information Technology
Attn: Invoice Processing Business Unit
7345 Linderson Way SW
PO Box 47430
Tumwater, WA 98504-7430
(360) 705-7716
WSDOTO ITVendorPavm entsa..wsdot.wa. gov
Preferred method of submittal shall be electronic to the
email address above.
Exhibit A Page 1 of 2 WSDOT Contract Number K1360
City of Federal Way Contract #
City of Federal Way
Contract Signature Authority 1
Contract Manager:
Jim Ferrell, Mayor
City of Federal Way
3325 8th Avenue S
Federal Way, WA 98003
253-835-7000
jim.ferrell@cityoffederalway.com
Rick Perez, P.E., City Traffic Engineer
City of Federal Way
33325 8th Avenue S
Federal Way, WA 98003
253-835-2740
rick. Derez(a)citvoffederalway.com
Project Manager Rick Perez, P.E., City Traffic Engineer
City of Federal Way
33325 8th Avenue S
Federal Way, WA 98003
253-835-2740
rick. Derez(cDcitvoffederalway.com
Technical Lead: Rick Perez, P.E., City Traffic Engineer
City of Federal Way
33325 8th Avenue S
Federal Way, WA 98003
253-835-2740
rick.perez@cityoffederalway.com
Local Contact: Rick Perez, P.E., City Traffic Engineer
City of Federal Way
33325 8th Avenue S
Federal Way, WA 98003
253-835-2740
rick.perez@cityoffederalway.com
Contract Administrator: Rick Perez, P.E., City Traffic Engineer
City of Federal Way
33325 8th Avenue S
Federal Way, WA 98003
253-835-2740
rick.perez@cityoffederalway.com
Exhibit A Page 2 of 2 WSDOT Contract Number K1360
City of Federal Way Contract #
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